


it's a shock, shock to your soft side

by timshels (littleblacksubmarine)



Category: The Punisher (TV 2017)
Genre: Anal Sex, Angst, Barebacking, Canon-Typical Violence, Crossdressing, Implied/Referenced Child Abuse, Lingerie, M/M, Pre-Canon
Language: English
Status: Completed
Published: 2019-03-03
Updated: 2019-03-03
Packaged: 2019-11-08 22:41:45
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 9,332
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17989868
Author URL: https://archiveofourown.org/users/littleblacksubmarine/pseuds/timshels
Summary: When nobody loves you, you wear what the ones who let you in want you to.





	it's a shock, shock to your soft side

You could always tell a group home kid by his jeans.

They were always too short, or too long, or ragged at the hems, or acquiring more and more patches in the knees and legs and seats probably since the Carter administration. Maybe a belt loop was missing, maybe two. Maybe the wash had gone out of style. They were probably ripped in a way that wouldn't pass at the mall.

There was no such thing as _gently used_ or _well loved_. Billy supposed it was fitting, when he was old enough to know what a metaphor was. When there was no one to love you, you wore what the ones who filled in for the absent ones wanted you to. 

It seemed to go unspoken at school, on blacktops and playgrounds and in lunch lines and the back row of chem class, that he was _different_ \- a polite euphemism for a kid no one wanted or even had the decency to remember. Maybe it was the jeans. Maybe it was the no-name Walmart shoes. Maybe it was the fact that a woman with a caseworker badge had attended at least one Back to School Night too many.

Billy had had a caseworker who bought him a new pair of jeans for Christmas when he was in the eighth grade - something from a state-funded stipend, no doubt, but new jeans nonetheless. She was pretty and redheaded, probably younger than he was now and fresh out of a bachelor's degree program and fresh-faced before the system had worn down her optimism.

He might've loved her a little in that Kohl's parking lot as she drove him home from trying the jeans on. She'd moved away when she'd gotten engaged to her boyfriend in the Navy, and he'd started working with a new string of them - a guy with a too-thin mustache that made him uneasy, an older lady who made him listen to KLOVE on the way to his mandatory once a month counseling sessions, and some people he'd never met but probably falsified a home visit report or two on him. They came and went, often and unfailingly.

When he'd joined the Marines, Billy bought himself a brand new pair of Nikes first thing, marveling the sleek swoop of the logo and the way that the laces weren't frayed and no other poor bastard's initials were on the back of the heels from before he'd outgrown them and passed them to Billy. Having shoes that he'd been the only one to ever walk in left an unfamiliar taste in his mouth, scary and thrilling all at once. He wore them uneasily around in hotel rooms and barracks at first, unsure and trying to break them in without any witnesses.

What were you when you were out in the world with jeans that fit? Who fucking knew.

The uniform was reassuring - being told what to wear by someone whose property you were made sense. There was something about standing in a line of guys in the same color, with the same shined boots even if they'd be scuffed with sand as soon as the toes stepped past the burlap flap of a tent.

Sometimes he wondered how he found himself here, undead despite the times he'd spent buried in a stack of manila file folders on some poor Children's Division worker who probably went home to a shoebox apartment and revised her resume for the fifteenth time every time another phone call came about Billy adding another layer of calluses to his knuckles when some kid made fun of those _goddamn_ high water jeans he'd brought home from the clothing pantry.

It comforted him to know that when he wore the uniform, he couldn't be singled out of a lineup. Maybe this was what it felt like to belong somewhere, to something other than an island of misfit boys who no one wanted.

It was in this way that he'd found the easy companionship with Frank Castle, with his stupid guitar playing and punched-to-the-side-one-too-many-times nose - Frank, who pined over women he met in parks and pictured a dozen different lives with, ones that never saw a sanded breeze or the way blood smelled on your hands.

Billy had no comforts of home to compare against, had no idea what Frank was talking about when his voice was low in the dark cot beside his, talking about fucking _chocolate chip cookies_ as the first and foremost smell he missed. Frank didn't know what it meant to have a foster father look at you like something to eat. Frank didn't know what it meant to _age out_ of anything in a way that made his heart sink with the thought of what it might take to survive. Frank didn't know a thing about the ostracism that came from a goddamn pair of jeans that exposed two whole inches of sock.

Still, he couldn't fault the guy for it. Billy had acknowledged long ago that there was a healthy - or at least understandable - space for envy in a guy like him, even when it had left him hard around the edges with a hollowness on the inside that sometimes made him ache when he woke up on the flat of his back in the middle of the night when the desert was quiet, and too quiet still.

The days passed, slipping by between missions that got more and more drenched in guts and entrails and loss, brothers bleeding out beside you and begging for their mothers until they simply stopped speaking altogether. It was the type of thing you got used to before you could realize that maybe you didn't want to. Maybe being a Marine just meant getting used to the unthinkable.

Billy could see the way it had wormed into it, could see the tiredness that soaked into his face, the windburn of his cheeks that no paltry moisturizer could counteract. Being _pretty_ had rarely served him, but he fretted to see it go under sunburn and the aging that came with a horror too many, and then another and one more after that. He could see it on Frank too, with a fatigue and heaviness across his shoulders.

It wasn't the type of things guys talked about. No fucking way.

It was in this way that he found himself slammed against the back outer wall of the latrine, with Frank pressed against him, sandwiching him against the too-flimsy wall with his teeth in the curve of Billy's neck. It had been a mission too long, too many guys gasping their last, stuffed to the gills with shrapnel on their way out sprawled across a dune. Bradley had been the first to go - Bradley who'd even gone through basic with Billy, showed him easily how to load a rifle when it didn't come naturally to Billy.

You got used to the loss, even when it was unthinkable. Maybe Billy was better at it than most - one of his natural-born talents, at least. Maybe it was more valuable than loading a rifle, its practicality serving him for decades beyond the first time his mother had discarded him.

"Fuck - " Frank was gritting out against his neck, hard in his fatigues, even when there was still blood soaked into the knees. Billy thought for a moment that he could taste copper on Frank's teeth. It was easier not to talk, so they didn't, but the implication was clear: _some days I think I can't take it_.

Billy related to the sentiment, related to the way that Frank's fingers tangled in his undershirt that Billy still wore even though it was soaked through with sweat and streaked in dirt and maybe other things it was best not to think about. It hardly mattered, not when there was nothing but the molten need to forget that came when you'd seen too many of your men fall in one clear, arid morning. They all seemed to bleed together.

This was the first time, but it felt natural. It would've felt foreign to talk about it, would've made him feel like he was wearing a size too small again like when he'd been forced to sit in front of a child therapist trying her best to get him to process his abandonment and anger issues. He'd learned to contain himself, to make himself small and discrete.

Frank cursed again as Billy arched up against him, their cocks rubbing together through the soiled layers of fatigues. Sometimes Billy thought he'd spent his entire life building up defenses against this type of contact, at least from a man with hunger. War stripped away every comfort zone you'd ever built up stateside, and built up new ones for you in replacement. Billy was quiet, but Frank's groans made up for the near-silence. He could hear his own breath coming, reedy and hot as Frank bit at the skin of his throat.

It was hurried, rushed, and borne from the type of grief you couldn't quite put a name to because you essentially signed on for it. Billy thought he saw stars when Frank hastily undid the front of his pants, working his hand down inside to feel the heated skin, to jerk him off roughly as he pumped his own cock. It felt good to have a hand on him that wasn't his own, even if it was callused and furtive.

Suddenly he didn't miss women quite as much.

"Jesus Christ," he gasped out, knowing there was precome smearing on Frank's palm, and he reached down to rub Frank's cock through his pants, not daring to strip him down in case some superior officer looking to take a piss would round the corner. But goddamn, he wanted to, wanted to expose that carved sprawl of muscle and the tanned skin. Frankie never seemed to burn.

His mind felt far away when he came, could almost ignore the way Frank brushed a stray kiss against the curve of his jaw like this was some kind of goddamn prom date with a hand up the skirt and a corsage pin jabbing into your chest. He could only assume. Billy hadn't actually been to prom.

Afterward, he split an MRE with Frank, always insisting on taking the M&Ms that came in them. Billy devoured sweets any chance he got. It was nice to have something in the world that existed only for his joy. They didn't discuss it, but the lack of conversation never prevented it again, never prevented Frank from sidling up behind him in the shower, or for Billy climbing on top of him on his cot when it had been abandoned by the other guys.

Frank made him run hot, made him feel at home even in something unfamiliar. They traded handjobs mostly, sneaky and near-frantic, and he learned the way he could always seem to see Frank fighting with himself not to plead with Billy for release. He'd almost cried when Frank used his mouth on him for the first time, and felt like a pussy when the tears had sprung to his eyes. He blamed it on the roadside bomb that had gone off that day, knowing there was something more simmering below the skin but choosing to ignore it.

The days dragged on, one after another, and most of them same in their trauma. He'd seen some shit.

By the time a few days of R&R came along, the idea of going to a hotel to _unwind, relax_ for a couple of days seemed so absurd it almost made Billy want to laugh until he couldn't stop and would cry from that, too. It would take more than two days of air conditioning to get his nerves off edge, and still more to forget the way it looked to see someone's face dying as he looked at you. Maybe it would be a small comfort to share the room with Frank.

He thought for a moment that he'd never seen sheets this white, worrying he'd soil them even by looking at them. Frank had taken the first shower, taken it without even asking. Frank didn't always ask permission for a lot of things, but would never infringe when it really mattered.

 When it was his turn, Billy savored the way it felt to have water of the perfect temperature sluicing down his body, the planes of his chest and down to his hips. It was almost enough to make his cock stir alone, though he suspected it was more due to the promise of Frank outside the door, toweling himself off, big in a way that might feel imposing if he hadn't seen Frank so turned on he gasped like a fish on a dry riverbed.

 It felt sinfully good, decadent in a way he didn't deserve when half his guys were still out there baking in a tent.

 Frank was reclined in his underwear on one of the full size beds when he exited the bathroom, propped up on his elbows and watching the only program in English - the weather. To no one's surprise, the forecast was simply _hot_. His hair was as wet as it could be, cropped as short as Billy's. They matched in a way that made Billy's stomach hurt with acceptance. Billy joined him on the bed, laying out on his back and not bothering to get dressed or finish toweling off.

 "Awful presumptuous of you, Bill," Frank said, not taking his eyes off the television as though the weather was suddenly an endless source of fascination.

 He forced himself to look at the television as well, though it made him cringe to see the sweeping dunes where he'd seen too many friends fall. It would be nice to forget.

 "Should've gotten the hint with the two beds," Billy agreed, blessedly holding back his laugh at the necessary but absurd attempt at propriety. Marines didn't do what the two of them did. He was okay as hell with nobody about this whole mess. "Maybe I'll just be over here, then." He turned to the side, giving the illusion of fleeing but knowing Frank would never allow it.

 Predictably, Frank pulled him back in by his wrist, tracing the pulse point there with one impossibly-rough pad of thumb.

 "Abandoning your post, Russo? Christ."

 They were impossibly close now, in each other's orbit. Frank smelled clean, like Ivory soap and toothpaste and all kinds of things that smelled as much like home as someone like him could imagine. Maybe home was anywhere that didn't remind him of gore and adrenaline. The simplicity of the idea made him swallow a lump in his throat.

 Frank put up a hand to him as though to command him to stay put on the bed, like you might do with a still-learning dog. Obedience had never been Billy's strong suit, but the Marines had pushed it into his brain and made it an instinct. He stayed there as Frank left the bed to rummage in his duffel bag.

 He didn't question where the fifth of whiskey had come from, and didn't question where the Coke had come from. He assumed it was Coke - the colors of the label fit, but he couldn't read the language on the bottle. Some things you just recognized. If Frank looked hard enough, he could find anything, especially if he wanted it.

 "God, I've missed drinking," Billy groaned, a lazy smile crossing his face as he leaned back against the bed, drawing his towel back around his lap.

 "Then you're gonna be a lightweight," Frank mused, preparing them each a paper hotel cup full of whiskey and Coke with a couple of quickly melting ice cubes dropped in for good measure.

 "Like you won't be far right behind me."

 He'd had his first sips of alcohol from his foster mom's cooking sherry before he'd gone to the group home, enjoying the way that it felt hot on the way down and made his stomach warm for long minutes, but hating the way it made his mind swim. He'd had to grow into the pleasure of coming out of his head, his body for a while.

 Frank passed him the cup, and for a moment Billy simply watched several bubbles of carbonation burst and dissipate on the liquid's surface. The instinct to watch dissolution faded, and he took the first drink. Frank studied his face as he immediately flinched at the burn before leaning into it. Frank took a drink of his own.

 "Like riding a bike," Frank agreed with Billy's unspoken unfamiliarity with the act of sedating himself. He opened and closed his mouth a few times, almost exaggeratedly trying to get used to the taste again. It made fondness bloom in Billy's chest, a sense that felt overly sentimental but not unwelcome.

 "Cheers to this lovely vacation home," Billy mused, lifting the cheap cup before taking a bigger drink this time.

 Before he could realize it, he'd drained his cup, and Frank wasn't far behind. Billy licked at his lips, now used to the combined cloying sweetness of the Coke and the woodsy earth of the whiskey. He suddenly wished he was far away and at home, the asphalt of Brooklyn under his feet and at least a familiar face in the bodega down the street. It felt impossibly sad, but he kept it to himself.

 He was still naked under the towel as Frank poured them both another drink, but his arousal was less insistent and now buried in the back of his mind. He'd never been a maudlin drunk, but here he was now, on a damp, tacky comforter in the middle of an strange land with only his best friend to anchor him to any kind of life he understood, to whatever degree that mattered.

 To his credit, Frank made a damn fine drink - strong, and that was all. It was all Billy needed, and he expected Frank felt the same. Frank sat on the armchair pulled up to the small desk in the hotel room, and he idly traced the label of the whiskey fifth between generous sips. He was wavering in his seat a little, maybe from the anticipation, or maybe just from what the drink was taking of his coordination. His cheeks were pinked with heat. Billy suspected his own matched.

 "Seem like you're pouting tonight," Frank mused, his speech catching in his throat for a moment midway through before he collected himself.

 Billy snorted out a dismissive laugh. "I've never pouted a day in my life, Castle." He wondered just how much there was to say about the weather as the TV droned on, forgotten but comforting in its noise. "Fix me another drink."

 It had been so long since he'd had a drink, probably so long that he had no clue how to pace himself. Maybe it was just that he had no need for it now, not here with Frank, not with nothing preserving his decency except a sandpapery towel that itched his lap.

 Frank didn't argue, pouring them each a couple more fingers of whiskey and less Coke this time. They seemed to need less and less to take the edge off. It was comfortable, comfortable in the way that having Frank pressing against him in the shower or pinning him underneath the heft of his body on his back on a sturdy canvas cot. Billy batted the memory away, trying not to give away the anticipation it was pointless to try and hide.

 He could feel the way Frank was looking at him, something in his eyes gone dark, though he blinked a little to chase away the blurriness he was likely fighting - at least, Billy assumed, since his own eyes swam a little. He felt a foolish sense of pride at the fact that he was still sitting upright despite the way he felt warm all over, and more than a little impacted.

 "You drunk, Frankie?" he asked, going for teasing but voice escaping him a little hoarsely.

 "Depends on how much you're feeling it," Frank answered honestly, a low rumble of a laugh following it. It was a pleasant sound. It was nice to have something to laugh about that wasn't borne out of a dark need to protect yourself by finding a little gallows humor to get through the day.

 "Guess we have to be honest with ourselves - not quite the men we used to be," Billy agreed. It occurred to him as soon as he'd said it that there was a plain poignancy in the statement that made him squirm in his seat on the bed. If Frank had noticed, he at least had the tact not to point it out - the mark of a true friend.

 "Guess so."

 For the first time tonight, Billy found himself a little nervous for a reason he couldn't quite put his finger on, like the fact that he'd had something akin to an itch that couldn't be scratched for the last few months. It had been a long deployment - no longer than those he'd had before, but the kind that sank into your bones, brought you to your knees when you finally limped home at the end.

 The first time he'd seen a man die, he powered through it and only let himself collapse in his first stateside shower months later. By then there were other bodies who'd joined the roster of deaths he'd seen and tried not to be affected by. It was astounding, the things you'd do to survive. He'd learned that early and sometimes wished deep down that he'd been able to shake what he'd been taught as a child.

 "Bill - " Frank started, but he closed his mouth before he could finish. He hadn't seen Frank nervous before, not like this, even though he was the less assured of the two of them. Billy gave a good impression of someone who'd hardened all the way through, even if there was that soft part of him inside that guarded a center that felt almost entirely hollow.

 It was silent between the two of them for a moment, and Billy heard the faraway sound of a car commercial in Arabic.

 "Spit it out," he commanded, but it sounded more like a request when it finally came out.

 The demand seemed to pull something out of Frank, to make him steel his resolve. Maybe it was just the booze. Either way, he cleared his throat and fixed Billy with a determined look.

 "What if I gave you something to put on?" Frank asked, making the words come out before he could hesitate to stop himself. "Something more than this shit-ass towel."

 "Like what?" He was immediately suspicious, although the idea of Frank thinking about something that would look good on him was certainly _interesting_ , to say the least. Perhaps _flattering_ was a better word for it, but it felt uncomfortably intimate to preen under Frank's attention.

 Frank was still sitting in his underwear at the desk, his cup now empty and pushed away from him. It seemed he'd gotten enough liquid courage to ask for whatever it was - it seemed that maybe that had been at least part of his intention in the first place. They'd been in so many different states of dress and undress around each other, even before whatever _this_ was, but it still struck him as new and novel every time he could let his eyes linger on the broad expanse of Frank's body.

 He could see Frank's cock hardening by the second through the thin covering of his boxer briefs, comfortably worn.

 "Something to make you look real pretty," Frank said, his voice gone gravelly. It sent a hot thrill through Billy, and he could feel his own cock plumping, growing hard _again_ beneath the towel.

 "Thought I always looked pretty," Billy countered, reclining a little on his elbows. The shift in position made his erection clearly visible now, and he could see Frank staring. It was true - every guy in the barracks since day one had taunted him about his features - _too soft for the Marines, go back to fucking GQ, Russo_ \- laughing and slapping him on the back. He'd laughed back and told them all to fuck off, but now the idea of being _pretty_ was wholly exciting, and he wondered where it had come from.

 It seemed that Frank didn't recognize the tease in Billy's voice, or at least didn't feel deterred by it.

 "Even prettier," he compromised with a laugh. "Don't laugh," he warned. " - and don't ask where it came from."

 His interest was fully piqued, and Billy nodded wordlessly with a smile that encouraged Frank to make haste. Frank left his seat to rummage again in his duffel bag, a flush spread across the back of his neck, and down his throat to the top of his chest. He'd never seen Frank blush before. It felt foreign.

 When he returned to the bed, he stood in front of Billy, eyes downcast and with a handful of light pink lace and fabric, slightly rumpled. He held it out like an offering he hoped a god would accept. It felt wholly ridiculous, though not unpleasant, when he dropped it into Billy's hands.

 "I just - " Frank said, almost helplessly. " - y'know, always liked the way it feels when - " He didn't have to go on.

 Billy gave him a wry smile, though one without cruelty. "Miss girls, Frankie?" He swallowed down the tiny flash of resentment it gave him to wonder if Frank's mind was roaming elsewhere when Billy writhed underneath him. It was a silky camisole, probably nothing that had cost any kind of money, not top of the line, but probably close to priceless with the effort Frank would've had to expend to get it and hide it away from the other guys. The panties were lace, not skimpy like the ones he usually liked on women, but cut generously out of necessity to fit his cock inside of them.

 "You're close enough," Frank teased. "What do you think?"

 "This is ridiculous," Billy scoffed, though he accepted the lingerie, rolling the fabric between his fingertips. He savored the way it felt to touch something soft and without the grit of sand and other sources of pain or irritation.

 "Ridiculous enough to get you hard."

 "Didn't say it wasn't." Billy gathered his courage inwardly in order to play along, to let the towel fall by the wayside to show Frank the effect it was having on him. His own cheeks were hot now, hot with the enormity of being metaphorically brought to his knees for Frank, hot with the position of vulnerability and the hope of being treated like something soft and worthy of softness returned back to him. "Don't look at me when I put it on. I can't do it easy like a lady." He ignored his first impulse to bat his eyelashes for comedic effect. "And don't laugh at me."

 Frank made some type of gesture to convey a _scout's honor_ sentiment, and turned his back as though he had suddenly become interested in a McDonald's commercial. Billy didn't even know they had McDonald's out here, and it struck him momentarily how much was _out there_ beyond the two of them in this room and what they had both seen and _done_ out there in the desert. The air conditioner hummed.

 He rose to his feet, managing to slide the panties up his legs to settle on his hips. It nearly made him laugh deliriously at the way that the lace caught on the coarse hairs as they traveled up his legs, and more deliriously still to feel the way the lace clung softly to his hips, covering his cock and trapping it obscenely below. He could barely stand to look at, swallowing the hard lump of arousal from the sight, and the idea of what it would do to Frank to see it.

 Similarly, he raised his arms above his head, letting the silk of the camisole slide down to cover his chest. He shivered a little at the feel of the paradoxically cool fabric against his nipples, somehow not warmed by the aridity of the desert air. The camisole was low cut in a way that would've exposed the tops of a woman's breasts, and the thought of cleavage pressed against his body made him shiver with nostalgic want. This would do, though.

 Billy studied himself in the mirror, taken aback by the way he looked with the camisole draped across his broad torso, and the way his cock strained in the panties. A sheepish blush crept up to his cheeks as he made eye contact with himself. It was exciting, though he wondered where the idea had come from and how long it had been prickling about in Frank's mind.

 It struck him that he had never known what Frank fantasized about, fucking into his wet fist in the shower - pretty much the only place a guy could get some guaranteed privacy. He wondered now how much of it involved him, how obscene Frank could get when he imagined _using_ Billy to feel good. He wondered if it even occurred to Frank as more than just a fleeting impulse when he could get Billy alone to work out adrenaline or grief or fear or even boredom on the few and far between slow days.

 He returned to the bed, stretching out and briefly considering whether or not he should arrange himself somehow to what might be to Frank's liking.

 "Okay," he said, finally and uncertainly.

 Frank turned back to face him and immediately stilled, so much so that Billy wondered if he regretted asking for it. Billy knew what it felt like to be looked at, to feel unfamiliar eyes tracing his frayed seams, and he certainly couldn't shake the way his nerves prickled here, laid out and exposed now under Frank - Frank, his _brother_ , the one who knew the most superficial particulars of what he tried to hide of his past. Some things were better left unsaid.

 "Christ," Frank exhaled, letting his eyes rake over Billy's body and appearing to have to dredge up any last scrap of discipline not to reach out and touch immediately. "You look good, Bill," he said, mouth clearly gone dry.

 "I feel stupid."

 It was then that Frank stepped close to the bed, so close that his knees touched the edge even without him making a move to climb in. Billy swore he could feel the heat radiating off from him, could feel every atom in his body vibrating with need. He could feel his own cock fully hard now in the lace barrier, and cursed it for holding him a little too restrictively for complete comfort.

 "You don't look stupid," Frank said, quickly and insistently, though his voice was still as low a rumble as ever. "You look good," he repeated. He joined Billy on the bed, tentatively laying his hands on either of Billy's hips. It was enough to make Billy's breath catch in his throat. It felt like dying. "Pretty girl."

 Billy scoffed. "Don't do that," he warned, sharper than intended but desperate to at least preserve some type of boundary, to avoid having that last shred of decency stripped from him.

 "Gorgeous, then." Frank's fingers traced the waistband of the panties, clearly trying to draw out the sensation by not yet allowing himself to dip underneath. One hand slid up Billy's hip to his chest, rubbing his pectoral muscle through the fabric. It made Billy shiver to feel it rubbing more insistently against him.

 Now Frank did allow himself to reach under for bare skin, dipping down the low neckline of the camisole to roll Billy's nipple between his fingers, gentle but confident. Billy let out a low groan, trying to arch his hips up for more friction than just from the lace, but Frank made a chiding sound and pushed his hip gently back down.

 "Don't get in too big a hurry," he warned, continuing to play with Billy's nipples. He'd never been much for it, but the way Frank was watching his reaction made him gasp and bite off a plea for more of the sensation. "I want to play around with you a little."

 With a huff, Billy did arch his chest up at least, mouth gone slack as he tipped his head back. Frank pinched him harder, letting the hand at his hip creep over slightly to rub the pad of his thumb in a small, light circle around the head of Billy's cock through the underwear. Billy groaned again, slightly aghast at the reaction even the barest sensation could wrench from him already.

 "You could stand to hurry a little," Billy argued, thrusting his hips up into the persistent movement of Frank's thumb. " - feels good, Jesus."

 Frank gave a low, dark chuckle, pinching Billy hard as though to prove a point about obedience, and he leaned down to kiss the hollow of Billy's throat. It was uncharacteristically gentle, maybe gentle in a way no one had ever thought to bestow on Billy. "You gonna be good for me, sweetheart?"

 It should've felt demoralizing, but Billy was too wrapped up to be bothered for now. "Yeah. I can be sometimes, for the right reward." It was a pointed, desperate comment, and it did not escape Frank's notice. He laughed again.

 "Sounds more like you're gonna be a mouthy little shit, Bill." He abandoned Billy's nipple and used both hands to slide up Billy's belly underneath the fabric, pawing for a moment at the hot, clean skin of Billy's chest. He hummed in appreciation for the roughness of Frank's hands, trying not to sigh at the loss as Frank let his hands reemerge to smooth the fabric back across Billy's chest. "Feel good on you?"

 "Yeah." It was pointless to play coy, knowing if he wasn't careful he'd find himself seconds away from pleading. "Feels really good."

 He could see Frank's cock painfully hard in his boxer briefs, the gray fabric stained darker where he was obviously leaking there already, but he made no move to take them off. Billy shuddered, realizing he had Frank wrapped around his finger for the time being. He'd never had power before, not really, _never_. He could get used to it if he was allowed.

 "What do you want?" Frank asked, frustratingly near conversational. He was wholly rubbing Billy through the panties now, feeling the hot shape of his cock as though learning its curves and ridges for the first time.

 "Keep touching me." Frank was mouthing down his neck and to the neckline of the camisole, skating his teeth over Billy's collarbone as he went, continuing to stroke him through the lace. His other hand splayed across Billy's belly, nearly possessive, as though upset at the idea of someone else ever possibly seeing him this way. He nipped at Billy's skin, blessedly not hard enough to mark - it would've been too hard to explain away, unless Billy would've mock-coyly spun a story about meeting some faceless, nameless woman on leave.

 Billy spread his legs, wanton and unashamed, and he let out a contented sigh as Frank's fingers finally dipped inside the delicate underwear, curling around his cock. "That's good," Frank murmured, almost in disbelief that he was allowed in so close. "That's real fucking good, Bill."

 Billy had been afraid that all this - the fucking _lingerie_ \- was an attempt to dress him up into something Frank could tolerate to save him from his own anxieties about what the two of them had been doing, and it reassured him to recognize that there was no way for Frank to mistake this part of him, hard and masculine and insistent. He bit his lip, holding back a moan that might seem broken to his own ears as Frank's hand sped up on him.

 Leaning down, Frank lifted the hem of the camisole, his mouth now moving down the trail of hair beneath Billy's navel. His breath caught in anticipation, hoping but not wanting to push Frank and snap the delicate thread he'd allowed to be spun between them. Frank nosed at the tip of Billy's cock, awkward and uncoordinated as he continued to jerk Billy off, but still so fucking good. Even if this was all he'd be allowed, it would be worlds even better than anything they'd shared before.

 Frank licked at him through the delicate lace, splotching the scant pastel pink lace with his saliva, and Billy did moan at that.

 "What do you want to do?" Billy asked, feeling Frank pause in his strokes to flatten his tongue, dragging it up and across the head of him. He let out a ragged sigh as his tongue trailed over him again, and a couple more times after that - so good, but not quite enough yet.

 The question seemed to hit pause, and Frank looked up at him. He made a huffed noise of frustration at the loss of Frank's mouth, but was placated when Frank resumed giving him another series of long, almost lazy pumps.

 "Really?" Frank asked, and Billy wondered what else Frank had up his sleeve, what else he might've thought about in those lukewarm showers that never seemed allowed to be long enough to draw anything out.

 "I wouldn't have asked if I didn't want to know." He thrust up jerkily into Frank's hand, savoring the friction and the hungry look it earned him from Frank. "Tell me how you thought this might go." He spread his legs wider.

 The comment was the icing on the cake, and Frank leaned down to trail the tip of his tongue back around the tip of Billy's cock, this time wetter and further soaking the front of the panties. He could tell that Frank could taste the salt of his precome, could taste the way he was dripping already even from a few light touches.

 "I think about fucking you," Frank blurted, holding Billy's hip down with one hand to keep him in place. He let his tongue meander down the length of Billy, ruining the panties further but nowhere near ready to take them off.

 It punched a gasp out of Billy as though forceful enough to let the air out of him entirely, and he arched upward.

 " - all those times I had you on your back out there, thought about how good it would feel to push inside you, fuck you hard - " Frank's mouth was running away from him as he kept stroking, the touch almost too much to bear when combined with the filth of the admission. " - it's been so long, Bill."

 It was a sentiment Billy shared, the feeling of sliding into a tight heat he'd nearly forgotten but clung to on nights where he was alone, wishing to be back with a woman to let him between her legs. He'd certainly never been on the receiving end before, had been with one woman who'd played with his hole as she'd gone down on him, but didn't push him further. The idea was not unwelcome, though, not here with Frank. Frank wouldn't hurt him unless he asked to be hurt, and it wasn't the time for such a thing.

 "Do you want to try it?" Frank asked, shifting himself upward to rub against Billy's leg. "I can make it feel good for ya."

 He didn't doubt it, not with the way that Frank was looking at him - like he was something deserving and needing to be made over. Billy nodded, adjusting his hips to angle his ass up. He wondered if Frank could see through the panties already. "Just gotta go slow with me," he reminded, almost a warning.

 Frank rolled off of him for a moment, standing to return to the duffel bag and riffling through it until he found a small bottle of slick. The sight of it felt real, bringing the implications of what was going to happen to light. It felt hard to catch his breath all of a sudden as Frank returned to the bed.

 "God damn, Frankie, you must've thought about this a lot," he tried to joke, but it came out as an honest and accurate statement. Frank gave him a crooked, thin smile and returning to the bed, laying a surprisingly gentle hand to Billy's ankle. "Thought about my ass?"

 "You fishing for compliments now, Bill? Didn't have you pegged as the type." If Frank was nervous, he didn't seem to show it, simply focusing on dragging his fingertips across the bulge of Billy's cock. He reached down and dragged his own underwear off, sighing a little in relief as his erection was freed. He slid a hand down his chest and loosely wrapped it around himself, giving a couple of slow drags. It was indulgent, and Billy watched in fascination. "Will you leave 'em on?"

 He nodded, not trusting his voice and not wanting to betray his eagerness. Despite how ridiculous the request had been in the first place, he was surprised by how turned on he was, trying not to simply make his focus singular on the rasp of lace against his body but nearly failing miserably.

 "Good," Frank encouraged, letting his hand slide around to thoroughly knead the cheek of Billy's ass through the panties, rubbing himself without shame against Billy's hip. "Gonna put my fingers inside you, stretch you out for my cock."

 It wrung a groan from Billy, the idea of being stretched and made ready to be fucked, the idea of Frank being _inside_ him in a wish fulfilled.

 "Yeah, yeah," he gritted out. "Do it." He wouldn't beg, even if he felt close to it. Frank's hand left him then, reaching beside him to open the lube and drizzle some of it clumsily on his fingers. His coordination seemed to be fading. "You ever done this before?"

 "Not with a guy," Frank said honestly, rubbing his fingers together to test how slick they were, and Billy swallowed. Even the idea of Frank taking a woman this way made him feel hot all over, thinking of how it might look to watch Frank pushing inside a woman, mouthing across her tits, calling her gorgeous - maybe he had just been too _goddamn_ horny for too long that even the way the wind blew would be enough to make him go clumsy and stupid with lust. "You'll be my first," he teased.

 It would've made Billy laugh normally, but instead he was now focused on the sure path of Frank's hands, the dry one holding him open to the wetted fingers of Frank's other hand could trail down his cleft. He let out a shaky breath, feeling the way the slick finger felt as it circled the furled rim of his opening. It had been what felt like an eternity since the girl had played with him like this- he'd done too much, seen far too much, and it felt like another lifetime ago.

 He let out a shaky sigh, squeezing his eyes shut and letting himself get used to the sensation. It happened more quickly than expected though, the tip of Frank's index finger slipping past the tight ring of muscle and inside of his body. He took in a sharp breath, eyes squeezing even tighter.

 "That's it, baby," Frank soothed, kissing over the cap of Billy's knee where Billy held it up to allow access. He wondered how there was space in the panties for Frank's hand to work, but the worries over the logistics went away as soon as Frank's finger slid fully inside of him, and all logical thought went away even more as a second finger eased in alongside it with barely a second for him to adjust. "Good. You're taking it so good."

 Billy felt his thighs shaking and wished there was some way for him to maintain composure.

 "You gonna keep being good for me, sweetheart?" Frank asked, his mouth now close to Billy's ear as though to remind him to pay attention, to not miss a moment. "You gonna let me in?"

 "Fuck - yeah," Billy gasped, unsure if he should be making some type of movement himself, but Frank took mercy on his uncertainty and eased his fingers out and then back in, setting an easy pace of the movement. "I just - " He wasn't sure what he was about to say and trailed off.

 The movement of Frank's wrist was at an impressive pace, and Billy sighed loudly as Frank's fingers eased out and then pressed in deeper than before. He could feel Frank crooking his fingers inside of him, searching until he rubbed over Billy's prostate. Billy cried out, startled by the pleasure of it, and his toes curled so hard he wondered if they might break.

 It was encouraging, and he could feel Frank smile against his neck as his fingertips dragged across the small bump inside of him again, and again still. If the pace of Frank's fingers moving in and out of him was assured and wonderful, this was _astoundingly_ good, and he wished he had the presence of mind to voice it.

 The heat in the room was staggering, even with the distant hum of the air conditioner, and he could feel sweat beading on his chest and shoulders, seeping into the scant fabric of the camisole. It seemed a shame to sully it, but he couldn't be bothered to care, not with the way that Frank was murmuring in his ear while his fingers worked slickly in and out of his body.

 "You're going to make me - " Billy tried to say, worried he was going to come before Frank even had the opportunity to make his way inside of him.

 "You close?" Frank asked, clearly not needing to but wanting to hear Billy desperately try to answer him.

 He couldn't stop shaking. "Yes, yes. You need to stop." Frank stopped. Frank always stopped when you asked. It was a quality most people didn't have. Sometimes Billy wondered if he'd ever had anyone who'd stopped anything when he asked them to, or when he asked them not to leave. Eventually you stopped asking when you found no power in it.

 Frank let his fingers slide free, and despite his request to stop, Billy let out a frustrated noise at the loss.

 "Don't get pouty on me again," Frank teased, nosing along Billy's jawline as he reached down to stroke himself. He dispensed a greater amount of lube onto his entire hand, spreading it down the length of himself. It gleamed obscenely in the lamplight, and he shifted his weight until he was in close to Billy. "You gonna let me in - let me fuck that tight ass?" Even in all the time thye'd spent wringing hasty orgasms from each other, Billy had never heard borderline-proper Frank let out so much filth, and he let out a long groan as he angled his hips up.

 "Yeah," he managed, trying to hold himself open, but Frank batted his hand away and arranged his limbs so that he was spread open well enough. He pulled the lace aside, and Billy could feel the blunt head of Frank's cock at his entrance. He shivered, closing his eyes, though not out of nervousness. "Fuck me, Frank."

 Time seemed to come to a standstill as Frank did as ordered, pushing inside of him in a slow, relentless press. Billy let out a shaky moan, feeling stretched open and so unbelievably _full_ he couldn't see straight. He wondered how the fabric would survive this, and let out a helpless, drunken laugh at the absurdity of it until Frank was fully seated inside of him. His cock was painfully hard, and he shivered as Frank let his fingers brush across its shape through the underwear.

 "You all right?" Frank asked, voice sounding almost distant as he fought to hold himself back from moving too quickly and hurting Billy. Billy nodded, distrustful of his own voice. "Your ass feels so good, _shit_ ," he hissed through gritted teeth. "Can I move?"

 "Yeah, yeah," Billy said hurriedly, already pushing his hips back to try and seek out more sensation. Frank let out a growl, pushing Billy incrementally away before pulling him back and down onto his cock. It forced a shaky breath out of him, and he arched his back at the feeling - so good, and maybe so overdue. "Fuck me, please." So much for not begging.

 "Yeah," Frank gritted out, nipping at the curve of Billy's shoulder were the strap of the camisole had slid down and off of it. Billy offered a wet gasp, reaching down and sliding his hand down the front of the panties to pump himself in time with Frank's thrusts. " - not gonna last long, Bill - fucking _shit_."

 It would've been laughable, except it wasn't funny, not with the way that Billy's nerves seemed to run hotter and hotter, so open and full. As Frank picked up the pace of his thrusts, Billy allowed his head to drop back against the pillows, uncaring if his hair was still wet. His hand was moving fast on his cock, desperate and all too aware of the way his cock was dribbling through the abused pink fabric of the panties.

 Frank let out a shaky moan, sounding almost broken to Billy's ears, and his fingertips dug into Billy's hips. He selfishly hoped Frank might bruise him, even if just for a night or two, hopefully fading by the time they had to return to base but welcome for now in the small, dim space of the hotel room.

 It surprised him when Frank looped a hand around the back of his neck, and surprised him further still when Frank pressed their mouths hotly together. Billy did let out a gasp at that, mouth going slack against Frank's. They'd never done this before - avoided it handily in hopes of not making this mess something that it wasn't and couldn't be. It seemed silly now, with the way that Frank's tongue slipped into his mouth and stroked against Billy's own.

 There was a slick, wet sound in the room, and Billy distantly recognized it was the sound of Frank moving inside of him. The realization was obscene and made him flush all over at the idea he was being claimed like this, here on his back and all dolled up and mussed. Frank inched his hips into a different position, and Billy felt the blunt head of him dragging across his prostate, wringing loose a small, clipped cry.

 "Gonna come, gonna come, fuck, Frankie - " he gasped, pulling away from Frank's mouth to let the words spill free from him as he jerked himself roughly, rougher than he knew Frank would do to him.

 It only served to make Frank's hips move faster, to make him push deeper still inside of him. "Not far behind," he admitted, dragging Billy in for a sloppy kiss. "So good - come for me, sweetheart. Let me see you come. Let me see you be good, honey." The endearment was baffling, but effective, and Billy cried out again, ashamed at the strangled sound of his own voice. He was coming, trying to bite down on his lip but failing as he let out a half-sobbed sound as he spilled into the panties.

 "Fucking - " Frank ground out, clearly taken aback by the sight of Billy's come soiling the now-ruined lace. He reached down, trailing his fingers through the mess where it seeped out as though looking for the evidence of what he'd brought out to light from Billy. "Christ, baby."

 Billy gasped from his back, at the edge of overstimulated, but he dragged Frank back down for a hard kiss, pushing his tongue into his mouth to swallow the garbled moan Frank let out as he came deep inside of him. Frank slumped forward, catching himself up on one hand, considerate enough not to crush Billy beneath him.

 Their breaths heaved, both deafening in the room. Neither of them had bothered to turn the television off. Someone was selling a snack item Billy had never seen before, and he could see the garish packaging over Frank's shoulder as Frank mouthed hotly down what he could reach of Billy's chest.

 "God," Billy gasped out, unsure what to say but dying to express something. His body would ache tomorrow, and he knew it as soon as Frank grew softer and slid out of him to roll off and sprawl out on his back beside Billy. Neither of them touched any longer. "That was fucking good."

 Frank made a wordless noise of agreement, draping an arm over his eyes. Their lids seemed to hang heavily now. Back at the camp, there was never an afterglow - a habit borne out of necessity at the risk of being caught tangled up with a buddy with come cooling on both of you. The idea was unfamiliar, and they both stayed on their opposite sides of the bed even as the foolish, sentimental part of Billy itched to roll closer. It suddenly felt very empty on his side of the bed, and he kicked himself for such a silly thought.

 After a few long moments, Frank cleared his throat. "Think I might need a shower," he said, voice uncertain but trying for casual.

 "Mmm. Probably," Billy agreed, wondering if he ought to be coy and offer to join, the way he would with a date he'd want a second round with, but something about it suddenly seemed too familiar, too domestic, too common in a way that things weren't anymore, not when he'd killed and seen people killed and been entirely chewed up and spit out himself. The hollowness had returned, clattering over him, as unwelcome but not unfamiliar as ever.

 "You first or me?" Frank asked, clearly trying to get some time to himself. It dimly occurred to Billy that some part of it had been a bridge too far. Too many lips, too much closeness. Too close to something with strings. The embarrassment of it heated inside of him, though he knew he was not the one shouldering all the blame. 

"Go ahead," Billy said, waving one hand dismissively before letting it flop back down beside himself on the bed. He made no move to take off the offending clothing, though it was sticky and his come now cooled unpleasantly where it had drenched the fabric beyond repair, and ran sluggishly down his thigh.

 He allowed his eyes to stay closed as he heard Frank roll over and off the bed. Frank trailed a fond but tentative handful of fingers over the strong curve of Billy's shoulder, rearranging the strap of the camisole when it had remained ridden down. It was oddly practical, and it made Billy smile even when he felt himself rapidly emptying again inside.

He heard the water in the shower switch on, heard the curtain rattle aside as Frank stepped inside the warm spray. Frank deserved a hot shower, even if it was his second one of the night. Frank deserved finer things than he could find here in the desert.

 Guys talked all the time about wanting to go home - watching the big game, having their wives cook a baked potato with any amount of bullshit on it that they wanted, drinking beer on a pontoon boat at the lake, sharing a bed with a dog, hugging their children, eating a hotdog at a baseball game, walking into a Taco Bell and ordering a Baja Blast full of as much ice as the cup could hold. Sometimes Billy wondered where he would go home to, what would find him there. Sometimes he wondered if he'd make it there. Sometimes he wondered if it was worth it at all.  

**Author's Note:**

> Thanks so much for reading! Could not get this idea out of my head.   
> Title is from Yeah Yeah Yeahs - Soft Shock.


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